Comprehending and remembering information presented in ordinary written discourse ia an important, perhaps critical, activity of adults in a literate society. Older adults do not accomplish this everyday memory task as effectively as younger adults. However, the underlying cause of age-related differences in memory for discourse is not clearly understood. The proposed research has four specific objectives: (1) to specify and test a model relating age, processing resources, and memory for prose, (2) to measure neurophysiological indicators of cognitive processes related to prose memory and assess their relationship to age-related decline in prose memory, (3) to test alternative hypotheses about age differences in within- and across-sentence processes, and (4) to complete a short-term longitudinal assessment of change in indicators of behavioral and neurophysiological processes related to prose memory. The MBRS component to the research will involve students in the pursuit of the first, second and fourth specific objectives. We will explore the utility of event-related potentials as indicators of cognitive processes in the explanation of adult age differences in both simple and complex tasks. The long term goals of the project are to understand both the behavioral and neurophysiological correlates of processes that underline cognitive functioning in adults. The outcome of the research should help to establish a set of predictors of declines in complex cognitive functioning in later life that may be accessible to early identification and possible remediation techniques. A further goal of the project is the encouragement of students who wish to pursue the study of human behavior with a biomedical emphasis. By introducing them to electrophysiological techniques, the project provides a doorway to anew and exciting realm of research opportunity in the behavioral sciences.